Offering Protection, Seeking Protection
by HiddenFanGirl
Summary: People always ran screaming when they saw him, shook in fear upon hearing his approach, and that's always worked for him. But now a follower of his work, a previous student, has come forward to offer her services. Only time can tell how this will work out
1. Prolouge: A Demonic Choice ::Ariane::

**Disclaimer:** The Marvel Universe, Spider-Man, Otto Octavius, or anything that has appeared in the Marvel Universe is not mine. I, in no way, shape, or form, lay any claim upon them, because, if I owned them, do you really think I'd be posting on a fan-fiction site? Ariane, however, is mine. Attempt to steal her and I will throw you to Ock's actuators.

Okay, first off, this is a mix of the comics and the movie, because I love the idea of his actuators having a mind, but not the idea of him actually being married. So for some things in here, it's confuzzling, but it'll make sense eventually. Second, this chapter is the Prolouge and is set after the first chapter. A few months, to be exact. Yes, this story will be switching between POVs, but do not fear. I'll name each chapter so you'll know who is speaking. Though it should kinda be obvious.

Anyways, I've chatted long enough. Here's the first chapter!

* * *

Life is never fair.

I remember my father speaking those very words to me as we sat on the porch, nibbling on warm Poptarts and watching the beautiful Georgia sun sink below the horizon. I had been a young child of seven at the time, with dusty feet and dirty cheeks, staring up at him as if he was the greatest man on the planet. And to me, he was.

It was the middle of summer. The dog-days of summer, everyone called them. Those were the days where the sun just baked the entire world, until outside your home was cooler than the inside. He glanced down at me, and spoke those truthful four words to me. There had been a gentleness in his eyes and, at the same time, a wanting, a need, for me to understand.

It is one of the precious, precious memories I have of my dear Dad. We were thick as thieves, two peas in a pod. We were student and teacher, doting father and adoring daughter. He taught me lessons I have yet to forget.

And, bless him, because this was one of them. He knew what he was talking about, my father. From my mother's abandonment to the loss of a dear friend far too early, life has never been fair to me. And, judging by the choice it was presenting me at the moment, it never would.

This choice that wasn't even a true choice.

My throat closed as I gazed upon the two people that meant more to me than anything. They were his at the moment, but it was up to me to choose who would be returning with me. It was a decision that was ripping my heart clean in two.

One of them was a man I admired like my father, respected and trusted. I adored him as I adored my Dad; I protected him as I would if he was the little brother I was never gifted with. I gazed upon him now, and felt the knot form in my stomach. Was I to be his judge and jury now?

The other was a person I saw walk out of my life, and vow never to return. I should not have feelings for the one who abandoned me at the time they were needed the most, but I did. And it was only making it harder to gaze upon their unconscious form now. The knot became a punch in my stomach, stealing my breath.

My eyes finally tore away from the beaten forms of those I cared for, and rose to he who had done this horrible crime to us three. His lips curled upwards, displaying the handsome he hid beneath cruelty and hatred. It was a smile that haunted me constantly in my dreams, and now has become part of my living nightmare.

"Make your choice, my lovely Ariane." He spoke to me now, instead of merely staring. The Gamemaster was taunting me now, just to see the pain in my eyes. "As much as I enjoy the emotions rolling off you, the turmoil you are going through, I grow impatient with your silence. Though it is attractive, nothing truly compares to your beautiful pain. I have offered you two doors, Dearest. Pick yours."

I would have gone for the third door, had it been unlocked to me. My life for the two of theirs. After all, that was his game, was it not? Out of three, two would survive. Why not let it be me who dies, instead of the two I care for?

Simple. He enjoyed seeing my tears, my pain. If he wanted me dead, I would already be dead. As it were, though, I was not the pawn he considers me. I am the Queen of this game of Chess. Everything rested on my shoulders, the strength of my head versus the strength of my heart.

Why couldn't they live, and I die in their place? Why did it have to be this way?

And, as if hearing my thoughts, my torturer responded with, "Life isn't fair, little Guardian. You know this as well as I do. Decide now, or loose both."

I couldn't.

"Five seconds."

Who was I to decide who survived, and who faced death?

"Four."

I am not God.

"Three."

But neither was this man.

"Two."

No,_ please._

"One."

I love them both!

"Now, Ariane!"

God, help me.

* * *

Kit: Just a lil' taste of what is to come. This is, as I said, the Prolouge, and it takes place a few months after the first chapter. R&R!


	2. Chapter: 1 First Impressions ::Ariane::

**Disclaimer:** Stan Lee still refuses to give me Doc Ock. And I refuse to surrender my Ariane. Deal with it.

First chapter, o' course. Still in Ariane's POV. First Impressions.

* * *

I have learned many things during the course of my short life. From basic math to advanced calculus, to never stick your tongue on the metal of a frozen pole, lessons I have learned the hard way never leave me. Yet common knowledge is just a thing that seems to escape me for long periods of time.

One such example would be that, compared to my warm Georgia home, New York is friggin' freezing. I'm not comparing Georgia winters to New York winters, either. I'm comparing Georgia winters to New York summers. One would expect someone as intelligent as I am to already know this - and in some ways, I do.

Yet for some reason, there I was. Perched on the roof of a once-abandoned warehouse with blue jeans and a white tank on, freezing my butt off in the middle of September. Not late September, either, but the beginning. When Summer was still at its ripest.

Obviously, my warm-blooded self had been pampered by the hot Southern sun. Now it was getting a reality check.

Luckily for me, before I could become too absorbed by the goosebumps appearing on my bare arms, I heard it: the gentle tinkling of glass breaking, accompanied by four heavy 'whoom' noises. I forced myself to put those thoughts of cold temperatures on hiatus and focus on the real reason I was sitting there, on that particular roof, at that particular peer.

Especially considering my unnatural phobia of water.

_He's home_. My consciousness relayed to my brain. I nodded, as if someone else was telling me this, and proceeded to edge from my spot on the tin roof to the nearest skylight. My eyes flashed with delight at the sight below me.

There he was. Obviously, he had just arrived from wherever his adventures had taken him, and was finally arriving with what appeared to be the spoils of his troubles. I couldn't quite tell what it was, yet, but I could see his face - and he appeared quite enthralled judging by his expression.

I swear, the biggest smile I've ever had crossed my face. I was so close, so very close, to completing the first part of my destiny that I could already feel the triumph coming on. But I had to force them away, due to over confidence being a double-crossin' horror. Crawling over to one of the holes in the roof, I lowered my head through in order get a closer look. Unfortunately, his items were still out of sight, and a grunt left my mouth.

He tensed.

I caught the movement out of the corner of my eye, and automatically my brain kicked into action. My body rolled, and I just barely made it through the hole in the roof before one arm crashed through the roof. Right where I had been. I landed in a position that, if you don't mind my bragging, much resembled those I had seen of Spider-Man. My head cocked to the side, and I glanced up at the Doctor.

"Dude, watch where you're throwing those things."

His face turned furious, and I felt my eyes widen. Okay, that wasn't exactly a good thing. Had to think fast. I absolutely had to thing miraculously fast. Because, I don't know about you, but breathing was something I enjoyed. The arm just above his shoulder, to the left of his head, rose into the air like a deadly snake. It poised itself to strike, and my body tensed.

It shot.

"Doctor Octavius, please!"

The arm froze in mid-lash, mere inches from my face. The claw on the end opened, and I found myself staring into a very bright, deadly red light. Then, the arm snaked back.

"What did you call me?" The voice was quiet, near shocked, and I released the breath I didn't know I was holding. Well, at least I wasn't dead. Yet.

My gaze shifted from the claw to his face, and I found myself studying him as I repeated my previous words.

His face was the same as I remembered it, if only appearing slightly older due to stress and time. It was round, slightly angelic despite all he had been through, and housed two eyes of the deepest mocha brown. On the very top of his head there was that same mop of chestnut curls, only now they were longer and messier.

His eyes, puppy-eyes I once described them as, were studying me carefully. The arms snaked about his head in an almost anxious way, pit bulls waiting for their codeword. For a moment I wondered why his own name had him staring like that - and then i realized it.

He had been called "Octopus" for so long, perhaps he had even grown to accept that as his identity. It was an interesting theory.

"Obviously you know who I am." He commented quietly, "But who are you?"

I didn't move as a claw neared, open and observing me from every angle possible. My eyes remained on his, and I was hoping he would understand I was trying to hide nothing from him.

"Ariane Keller." I informed him. I was forced to jerk my head back when the claw got right in my face. "I mean you no harm, Doctor Octavius. I'm simply here to help."

This must have surprised him, for he let out a hollow laugh. "Help? Child, what makes you think you can possibly help me?"

"Okay, I'm twenty-five. That doesn't exactly count as being a child, does it? Second, Doctor Octavius," carefully, I stood, "I don't think I can help; I know I can. Running errands, grabbing what needs to be grabbed. I'm small and agile and stealthy. I can go where you cannot."

His eyes narrowed as he considered this, and I prayed that he would realize I meant no harm. After all, I had no want nor need to fight those arms at the moment - or ever.

"Why, then? And how do I know this isn't a trick?" His voice sounded accusing, and once of the arms snapped at my face.

I gave it a look out of the corner of my eye. "If I wanted to harm you, or have you captured, Doctor, don't you think I would have brought the police. Or Spider-Man? I came alone, did I not?"

He grunted, as if confirming this.

"As for the why, Doctor, the answer is simple. Well, actually," I added, truly thinking about it, "maybe not so simple. But the main reason is this: I have a family legacy that denotes I do this, and plus the fact that I am a follower and student of your work."

I offered a shrug at the end, and he just stared at me. I could tell this was odd to him. After all, how many blondes came up out of nowhere saying they wished to help, and they were once students of his? I mean, really. Not many.

"What do you want in return?" One bushy eyebrow rose in question; the claws all spun slightly, as if in wonder as well. The question caught me by surprise. "Want...? Nothing. I don't... I have a legacy to live up to and a destiny to fulfill. I don't need nor want any monetary commodities in return."

Yes, I'm blonde. Yes, I have an IQ over the level of a turnip. Get over it.

"Really..." The way he spoke made it more of a lingering question. An arm found its way over to me, around me, and then back to the Doctor. "You do realize how that sounds, do you not?"

Well, I did _now_.

I struggled to think of how to word what I wished to say. I had to be quick, but I also had to be smart. Two things that didn't always go well together - especially with me.

"I'll learn from you," I blurted, "Study what you're doing and try to understand. My father's wealth is all that I'll need; I won't take anything you get. Please, Doctor Octavius, just give me a chance? A trial run!"

His brow furrowed at my words, and I could tell he was in deep thought. Obviously he was considering the pros and cons to accepting the aide of the woman who had come out of nowhere and demanded nothing in return. After all, looking back at it now, even I had to question my own sanity at the proposition.

The arm that had gone around my back began moving, and me with it. It slowly pulled me up closer to the Doctor, and I put up no restraint against it. As I neared, his thoughts became a small buzzing noise in my head. I quickly shut them out. Listening in, after all, wasn't polite.

Oh.

Did I forget to mention that I'm a mutant? Must have slipped my telepathic mind.

A different arm left its protective position beside Octavius to hover over. It's claw opened with a snap, and I swore it _hissed_ at me.

"Very well." He murmured, "I suppose there is no harm in this."

The claw jerked back in surprise, and let out a near-shriek. I winced, as it was right by my ear, but looked up at the Doctor with a grin on my face. The claw had unnerved me, yes, but I wasn't about to let that bother me. Not one bit. The claw came back, and opened its mouth - er, whatever - to hiss at me again. Only this time, it was more of a warning than a threat.

"But," the Doctor stressed, "Do know I will, of course, be watching you. And if I see any hint of betrayal, or any sign of that wretched arachnid..." The claw snapped within three inches of my head. I swallowed. "Understood, sir."

He seemed to relax now that his point had been realized, and the claw withdrew back to his side. His lips turned upwards in an attempt to smile; he probably hadn't done so in a long while, so it took some effort. But I understood what he was trying to do.

"Excellent." He nodded; the arm around my waist moved to my shoulders, "Come, we have buisness to attend to."

* * *

Okay, that was it. Next chapter: _Contemplating._ Ock's POV.

Read and Review, please!


	3. Chapter 2: Contemplating ::Ock::

**Disclaimer:** Stan Lee still refuses to surrender the Marvel Universe and Doc Ock with it, no matter how many Oreos I attempt to bribe him with. That being said, Ock isn't mine. Ariane, however, is, and I absolutely adore my blonde college student. Attempt to take and harm you I shall.

A/N: This chapter is done in Ock's POV. His views on Ariane, the sudden appearance of one so willing to aide him, and spot-lighting a little gift. I plead for reviews, because I'm not sure how IC I got the Doc. I try my best, really, I do. But he's such a hard char, y'know? lol. Anyways, here's the chapter.

* * *

Life certainly throws the strangest twists at people, if I do say so myself. From fusing two pair of metal actuators onto my back, to throwing in a young woman who, above all else, seems to hail from the South, life seemed to give me the path of all oddities.

Of course, I could have easily be rid myself of this latest addition with a simple strike of an arm. But, as I have come to realize after reliving the previous few hours, this could become quite the symbiotic relationship. After all, she had her points. She was a tiny thing, and, judging by the way she was able to get so close to me without my knowledge, had talents lying in the stealth department. In return, she would get to learn from one of - no, the greatest mind in all of New York.

And if things didn't work out, that was of no consequence. I will have taken from her what was needed, and then be rid of her as easily as if she was my last unwanted neighbor.

Chittering noises aroused me from my thoughts, and I glanced about. Only after realizing that, of course, my arms were simply amused by the thoughts buzzing around my head did I realize. They were of the playful sort. If one could count enjoying chaos and destruction playful, anyhow.

Looking back, I new they were just as anxious as I was about accepting this offer of aide that had materialized out of no where at all. After all, if a woman appeared and offers to be your gopher, your lab assistant, and your student while you're still a wanted criminal and known murderer, you would be slightly wary. In this situation, however, the benefits outweighed all the risks.

And, if Ariane was as intelligent as she laid claim to be, she would most definitely know better than to even dream of double-crossing me.

One other thing tugged on my thoughts. Ariane had briefly mentioned her reasoning for this uneasy alliance. It was a "legacy", she had claimed. The eldest child of that generation always found an individual to protect - "to guard" was actually her exact wording. Somehow, she had chosen me. It made me question exactly how bright this young woman was, though. Had she researched, or had she merely opened a book and picked a name?

Whether her choice was made by careful observation and nights of studying, or simply misguided interpretations made little to no difference to me. I had accepted the aide already, and would use her and her abilities until she was simply no use to me anymore.

That was when the voices began again.

**How can we be sure--**

**--That she is--**

**--Of the honorable sort--**

**--Father?**

They came into my head all at once: four metallic whispers originating from the area near the base of my skull. I immediately knew them to be my actuators, my creations, whose voices had become ever-present in my mind. They thought as I did, wondered what I wondered, and so it was no doubt that they knew the answer to the question before I even supplied it. I still spoke it aloud, though.

"We cannot."

**Then why trust her?** Questioned the ever-curious voice of my youngest creation, the upper-left tentacle. It hovered around my head, albeit at a certain distance, as if it was waiting for my answer. I sensed impatience, even though I answered almost as soon as the question was asked.

"I don't."

They seemed satisfied, or at least occupied, by my answer, and so the ever-present voices quieted to allow me peace again. I turned from the plans of my latest machine, scribbled in fading white on an old chalkboard, to stride to the rotten jumble of wood that once had managed to pass for an acceptible desk. There, I saw a glint of sunlight reflectinig off black glass.

An arm heard my unasked question and snaked over, grasping the item gently within its claws. It returned to me and deposited the device in my open and waiting organic hand. I looked it over with a curious expression.

It was a cellphone, pure and simple. A prepaid one, untraceable, with a touchscreen that undoubtedly held buttons too small for my fingers. I turned it over and noted that the back was a plain silver color, marred by the young woman's fingerprints; my own joined them a nanosecond later. I was looking for some way to cut it on, and was very unsuccessful in this.

After several minutes, though, I finally managed to do so. I was scientist with a fearsome reputation; my inventions and experiments were technological marvels. I created things that would make your eyes pop out of your head.

And yet these blasted new cellphones confounded me.

I let out a victory grunt as the black screen turned bright white, then a serene blue. A second later, the background began to materialize, followed by the icons that I would, no doubt, have memorized within a moment. One caught my eye, though, and I focused on it.

It was a little envelope, plain and white and simple. In the upper, right corner of the envelope I noted there was a red circle; a white number one sat in the middle.

**You have a text!** My youngest chirped. I gave it a look out of the corner of my eye.

"Thank you for that astute observation." I said dryly, and touched the icon.

It opened, and displayed my inbox - chiming cheerily as it did so. After scanning the text, I came to realize that this was just the typical "Thank you for purchasing, here's your number. If you have any questions, too bad!" introductory message that all prepaid cellphones received. The phone number I mentally recorded instantly, then I tucked the phone into a pocket of my coat.

So the young lady had left a way to remain in contact before hurrying off to her classes, had she? How...interesting.

**Perhaps to track you?**

**Lead the Spider to you?**

**Can we trust this?**

**Can I play with it?**

Three of my actuators, and myself, turned to look at the curious actuator. It had its claw near my pocket, and was attempting to peer inside without being seen. Absentmindedly, I gave it a little swat; it backed out with its head ducked in a position that reminded me of a child who had just been scolded. I almost _- almost _- cursed the day I decided to give them all advanced AI. It had been just enough for them to all gain personalities of their own.

Shaking my head, I dismissed all claims and worries.

"I doubt she can track a prepaid cellphone." I told them, calmly walking over to my desk and sitting, "She majors in genetics; she is one of Connors' students. I highly doubt she is a computer genius as well."

**Yes, because, as we all know, one cannot be both a genius, and know how to work technology.**

Knowing full well it was a jab at my earlier escapades with the cellphone, I gave the lower left actuator a look. "You know full well that was not what I was saying. And I would appreciate it if you kept your comments to yourself and your brothers. I was simply alluding to the fact that there are much simpler ways to track another." And then, inspired by the thought, I grabbed a sheet of paper and proceeded to sketch out a new idea.

In the back of my mind, though, I had to marvel at this simple act of kindness. Since the accident that made me who I was that day, no one had ever given me something without demanding for monetary compensation. And yet, here I was, with a new cellphone in my pocket and an assistant on speed dial (figuratively), who wanted nothing more than the knowledge she could gain while observing me.

Those the world considered "normal" didn't show that variety of kindness anymore.

"Then again," I commented, my wit suddenly dry yet again, "who ever said I or those around me are normal?"

* * *

**HFG:** That be my latest chapter; done in Ock's POV. The Next one shall be in his POV as well. I'm begging you, peoples, review. Critique, comment, I do not care. This is my first Spider-Man fanfiction. I promise; the bug will make an appearance, if y'all are waiting on that. Just give me a few more chapters. Anyways, like I said, first chapter in Ock's POV in my first Spider-Man fic. Review and be nice! I don't mind crit, but not flames. Those are evil.

Look what they did to movie!Octavius.


	4. Chapter 3: Pizza and Musings ::Ock::

**Disclaimer: **Same as always, blah blah. Don't own crap. Never will. Blah blah. Ariane's mine.

Ah flames, I do so love reading them and laughing. If they really think that they're going to stop me then they're wrong. Flames are simply the equivalent o the childhood bully who thinks his worthless opinions and knucklehead ways will stop those he cannot physically tough. But, of course, as we all know: that never happens. So, ye who have flamed, here is my simple response to you: Hahahahahahahahaha!!!!! Grow a pair, get a life, and get over yourself!

Oh, and may God bless you, and have an absolutely wonderful day!

Now that that is over, next chapter. yay! Back on the writing curve. _dances _So, yeah, I've written. I love to do so. And I love the Doc. Triple play!

* * *

"What's it like to die?"

The question, quiet uttered from the lips of my new assistant, jerked me out of the planning mindset I had buried myself into. My gaze traveled from the plans before me to the woman whose presence had only just been revealed to me. In the back of my mind, I could hear my children squabbling over who did not perform their duty as sentry. I didn't show it, to her or my actuators, but her sudden appearance had unnerved me.

Instead of answering her question, I returned coolly with, "How long have you been here?" Behind my dark glasses, I flicked my eyes over her once. She couldn't have gotten past my actuators' gazes so easily, even if all were concentrating on the chalkboard that held my designs. They were always aware, overly protective of their father.

Ariane, thankfully, didn't notice my worries. Instead, she merely raised a single shoulder in a shrug as she answered. "And hour...? Maybe two? My classes finished at noon, so I figured I'd grab a pizza and swing by over here. See if you needed any help." She tucked a strand of golden hair behind her ear, and looked at my with eyes that were the color of pure sapphires. Then, her gaze shifted to my latest project; I had to resist the urge to block it with my body. "But you were so absorbed. It was probably safer not to surprise you."

Which she had done, anyways.

Luckily, though, I was in a good mood due to the advancement of this project, and the speed at which it was doing so. My actuators understood that, and had not lashed out at her voice. I didn't recommend chancing it for a second time, though.

Her earlier words caught my attention, and I dusted the chalk off of my hands. An hour? She had been there an entire hour? That made me slightly anxious, and cross at myself. Surely, if I had lowered my guard enough for this young woman to approach and sit by unnoticed, then it was most certainly low enough for a certain wall crawling cretin to do the same. Only, I thought with a scowl, he wouldn't simply sit and watch.

My stomach gave an odd growl, and I glanced at my plans yet again; my mind quickly performed the math I required. If her classes had ended at noon, and she had been here for over an hour as she claimed, than that would put the time at approximately one forty-five. If that was the case, then it was no wonder I was hungry. I hadn't even glanced at food since the night before.

I looked at Ariane.

"Pizza, you say?"

A thousand-watt smile lit up her childish features.

* * *

We sat on the roof, hidden from any superheroes that might be approaching by the dark clouds of an approaching storm. Pizza boxes, several Coke cans, and a package of Oreos littered the space around and between us. I tell you, Ariane was a mind-reader. She had, without asking me what I preferred, brought two pizzas - one with extra-cheese, and another with pepperoni - a box of cheesy sticks, and my absolutely favorite desert.

Never again would I doubt her claims of telepathy.

My actuators were quiet now, amused by the sights and sounds of the surroundings I normally tuned out. Because of that, I was able to study the young woman before my without any of their objective criticisms and mental venom. To state the obvious, they just didn't like her.

She claimed to be twenty-five, yet with the childish features and innocence that I detected in her eyes, I would have put her a mere seventeen. Her hair, long and golden with a hint of curl, had been wrestled into a quick and messy braid. Style meant little to my assistant, I would wager, if her current clothing was anything to judge by. Dark jeans and a sand-colored tee-shirt that mentioned something about flying monkeys was her outfit at the moment. Black flip-flops just finished off that look.

Her voice interrupted my thoughts for a second time today.

"You know," Ariane said as she tore off her second piece of pizza. This time, from the extra cheese, "you never did answer my question, Doctor Octavius."

I bit from the breadstick, chewing thoughtfully as I attempted to remember what question she spoke of. It was still odd to me that someone still remembered that my name was, indeed, "Octavius", instead of "Octopus", or "Ock." And that caused part of my mind to become occupied. Luckily, I am still a genius, and the question clicked a second later. I swallowed before answering.

"Death, my dear, is utter peace."

Ariane stopped dead, her jaw slightly slack due to being in the process of chewing, and looked at me as if I just sprouted wings. (Which, now that I think about it, I would have no extra room for on my back.) She recovered quickly, however, and quietly gulped down a swallow of Coke before she spoke again. Obviously to gather her thoughts.

"Peace?" She finally got out, "Forgive me, but... Of all words... Death is peace?"

Not even my sense of self-restraint could stop the smile that formed on my lips. Not only because of her question, but because of the way she was currently looking at me. Her eyes were wide and expentant, her posture straight and alert. She was, in essence, a student just waiting, wanting, to be taught.

I nodded once. "Death is painless, my dear. The moments leading up to it might not be, but the very moment of death itself is the sort of peace that one never truly receives in life. There is no pain anymore, no fear, and you know that. Beyond that moment, nothing can ever reach you again. Nothing can ever harm you again." Pausing, I reached for an unopened bottle of water. As I did so, I risked a glance at her face.

She looked absolutely enthralled by my explanation. And I wasn't even finished yet. I knew it then; she would be an excellent student.

I opened the bottle and drank deeply before continuing. This reminded me of my earlier days, before the actuators. Standing before a group of waiting faces, all wanting nothing more than to hear what I had to say. She was one of those faces in the crown, had been then, and now I saw it.

"Many people fear death, but I see no reason to. Not after experiencing it. Do not get me wrong, Ariane, I have no wish to die again any time soon. But, when it comes, and I am unable to escape it, then I shall merely embrace it." An actuator reached over and touched its claw to my face; I pushed it away gently. "It is like slipping into the deepest sleep, from which one never wishes to awaken."

"But..." Ariane hesitated, showing all the unsure hesitance of a schoolgirl unwilling to make a fool of herself. Merely by glancing at her, I hoped to assure her what I have, and many others before me, have always told my students. There are no stupid questions.

She looked up at me. "...but you did."

It wasn't what I expected, but still I nodded. "Yes, Ariane, I did."

She went quiet then, and returned to eating her pizza. I did the same, resuming my first meal in nearly twenty-four hours, and tucked in another piece. The Oreos were calling to me, however, and I reached to grab a few of those as well. An actuator opened a napkin and proceeded to pack some Oreos in it, tucking them away for later. Ariane made no objection to this. In fact, she watched with great interest as my arms snaked about my head.

As if trying to impress her, another actuator grabbed my bottle, unscrewed the cap, and drew it to my lips. Without flaw, it allowed me to drink, and then pulled away at the exact moment my organic arm would have. Now, it was obvious she was staring in utter amazement. I offered her a smirk, whereas my actuators all chirped proudly.

"They are..." She murmured, "they are simply astounding inventions, Doctor."

Ariane shifted to get a better look, but my eldest beat her to it. It snaked over to her effortlessly, and had its claw hovering near her face. It was wide open, allowing me to see through the "eye" in the center, and what I saw was quite amusing. The two were observing each other, and having a small staring competition as well. It, however, didn't like to see someone who was so willing to stare right back at it.

So it snapped in her face.

She jerked back in surprise, blinking several times. Her eyes were wide. She shifted her torso so she was leaning, and able to see me around the arm.

Mechanical, childish giggles resounded in my head.

Ariane frowned slightly, and placed a hand on her forehead. Her gaze suddenly became confused, unknowing. She studied my actuators as they floated back to rest behind my back, floating and still giggling at the startled woman. her head tilted to the side.

"They're laughing at me."

All of my arms stiffened, freezing in their spots. I heard their giggles become venomous hissing somewhere in the back of my consciousness, but forced myself to ignore it. My complete attention was focused on the woman before me.

I lowered my head to peer over the edge of my glasses. She visibly tensed at seeing my eye exposed, and I didn't need her abilities to know that she was mentally cursing at a mile a minute. Her eyes were wide, with pupils so large they left only a silver of icy blue around the edge. I could hear her heartbeat increase dramatically, as could each of my actuators.

"Ariane."

I kept my tone quiet, and my voice low. I am, after all, a man who needs not to raise his voice to be heard. A stern look and voice was all that I needed to get my emotions across. (I have never valued those who screamed or yelled in attempts to get what they wanted.)

"I would very much appreciate it if you did not read my thoughts, or the thoughts of my actuators, without my permission. Or unless you believe it is absolutely necessary. My thoughts are my own, and I would prefer to keep them that way."

She squirmed rather uncomfortably, but nodded in agreement. "Yes sir." I heard her quietly mumble as she drew the can of cola to her lips. She crossed her legs, and looked down at the mouth of her coke. Her fingers traced the top of the can.

I had to admit; she looked rather humorous, like a guilty child sulking.

"So…" When she finally broke the silence, Ariane glanced up at me, "after lunch, then what, Doctor Octavius?"

I paused, as if to consider this. I had several items I still required into order to complete my latest project. Help was always wanted, even if it was dubious whether the offer was sincere or not. A distraction was always needed as well. Still, I mused as I glanced over at the blonde from behind my glasses, she could actually prove useful. And, if she was killed during this, then there was no personal loss to myself.

I turned to her.

"There is an object that I need to be…liberated from its current housing. Would you care to offer your assistance?" I asked, genuinely curious as to her reaction.

A two-thousand watt smile answered my question.

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**A/N: **Flames will be laughed at, again. I so enjoy getting a kick out of them, as does my thirteen year old brother who points, comments, and laughs as well. Those who do flame, thank you for the entertainment. It is thoroughly enjoyed!


	5. Chapter 4: Plotting Chaos ::Ock::

**Disclaimer:** Ock still ain't mine. Ariane still is.

Hope you enjoy this (crappi) chapter!

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I wasn't quite sure why exactly I invited her along, if the truth had to be told. It was a spur-of-the-moment type of thing. In one hand, it would be an excellent way to test her abilities, for me to see if she was what she claimed to be. On the other, she was a risk, a liability, and one that I wasn't quite sure I could chance. I only had one opportunity to retrieve the latest component of my project, after all, and if this mission was fouled up, so was my entire plan.

However, I could not change my mine now, and I refused to go back on my word. I may have been a criminal genius, but when I promise another something, I do fulfill it.

I had allowed her to return home to change and grab her weapons. After all, one could not do what I asked of her with a pair of blue jeans at that standout tee shirt. I spent the hour and a half she was gone refining plans, consulting with my actuators about the best possible course of action, and ingesting nearly two cups of hard black coffee. So by the time she returned, I was ready with the blueprints and my absolutely necessary speech.

What I was going to say left when I saw her.

No longer did she resemble a child, in face or in the air she emitted. Her hair no longer looked messy or rushed; instead, it appeared as if she had spent some time pulling it into a tight French braid. Her blue jeans and tee shirt were gone, replaced by a pair of dark cargo-pants and a nearly skin-tight black shirt. Her flip-flops had also been tossed away, replaced by back boots that went up to her hidden knees. In each of her belt loops was tucked a single paper fan – the "weapon" she had spoken of, I assumed.

Her eyes were still the same bright blue, though, and were the only part of her that still resembled a child. They twinkled at me, amused, as she pulled one of the fans out of her belt, expanded it. The fan was made of a thin paper material, as all battle fans were, and was a purple color with a simple Ying-Yang symbol in the center. I couldn't help but wonder if she believed in the Japanese concept of balance and spirituality, but then remembered that now was not the time to ask that.

"Nice costume." I commented simply, mentally wincing only when I realized how condensing that sounded. Ariane didn't seem to miss a beat, though, and simply pulled the black scarf down from around her lower face and responded to me with,

"Nice actuators."

I couldn't help myself. I let a small smirk cross my face. Truthfully, I admired her courage and her words despite how sarcastic they were. I couldn't handle, and really didn't want, an assistant who would merely whimper at an insult and lie on his or her belly in submission when I snapped. I wanted someone who could stand up for his- or herself, question things, and yet still be able to learn from me. So far, everything I asked for I had received.

Let's just hope it would be enough.

"So, Doctor Octavius, what's the plan?" Ariane asked as she walked over. She sat on the corner of my desk, crossing her legs, and looked up at me. She seemed to be all ears. I placed my hand on a stack of photos and slid them over towards her; she accepted them. "A vault? Ooh. A really, really big vault… Crikey! A really, really, really big vault! What're we doin', robbin' Fort Knox?"

Chuckling, I responded with, "Not exactly, but close." At her confused look, I elaborated, "We're going to Empire State University. They have been working with a device I am in such desperate need of acquiring." I moved to my desk, unrolled a copy of the original blueprints. Her eyes went wide. "What's wrong, Ariane? Must I remind you that you cannot turn back now?"

Ariane's gaze shifted from the sketch to me, only to pause when an actuator gave her shoulder a slight push. I had to admit, the action was very much like those who once bullied me, and so I quickly gave my arms a mental scolding. The young woman before me, however, did not seem deterred. She shook her head. "I have no intentions of turning back, Doctor Octavius. I just…" Her pause caught my attention; I made a noise for her to continue, "…I was a student there, once upon a time."

Once upon a time? As I recalled from our very first meeting, what I could decipher from the memories of surprise and, yes, something that resembled fear, Ariane was but twenty-five. A child, in my eyes. If she entered that school at eighteen, and let's say she flunked that very year, it would only be seven years prior that she was there. Then again, young people today seem to take time for granted. Perhaps, sadly, she was one of those who did not realize how precious of a gift time was.

"A student?" I mused, my mind suddenly picking up on how useful that could be. "Well, you should have said that before. If I had known you knew the campus, I could have very well saved myself the trouble of getting my hands on those pictures." The blueprints I needed, but not the pictures. I had been at ESU before, and now, I would be returning.

Despite wearing boots, Ariane made no sound as she lowered her feet to the ground. She walked over to where I was, and glanced at the blueprints. "I know this lab. I nearly blew it up. Would have, too, if my lab partner hadn't been Parker the Genius." She rolled her eyes. "What do we need from there, Doctor Octavius?"

I felt a smile slowly cross my face. "Don't you worry about that, my dear. I know what we're supposed to retrieve, and that's all that matters. At least for the moment, anyways." Rolling the blueprints back up, I handed them to actuator, who shoved them in a drawer. "Though, if you were a student there, perhaps you know what project I desire."

"If it's in the engineering lab, I have not a clue. I was in the genetic physics department. I worked with Doctor Connors."

Connors? My, my, this just got more and more interesting, didn't it? I knew Connors, held him in high regard back when I was merely Octavius. Of course, he had not been near as intellectual as I, still wasn't, but he was a genius in his field. To be in his class required some decent level of intelligence.

This changed things. This changed things dramatically.

"Then you're in luck."

She glanced over at me, curiosity reigning in her eyes. Her head tilted slightly to the side. "We're going to rob Doc Connors? Ooo, well I'm certainly glad I don't take his class anymore. Talk about cheating on my term paper…"

I had to chuckle. She had a sense of humor, if nothing else.

"Don't think of it as stealing, Ariane. Although I will admit that is what we are about to do. Instead, think of it as collecting a piece of a puzzle from someone who holds it just out of your reach." I glanced over at her, wondering if she would catch my metaphor.

Ariane made a face. "So it's like finally getting tall enough to snatch your toy back from the taller student on the playground. I can roll with that." She nodded a few times, glanced back over at me. "What do I need to do?"

**Too eager.**

**She spouts nothing but lies.**

**Doesn't she sound like the Spider?**

A shudder wracked through me at the venom my arms spat. It was true, in a way, but also a lie. She cracked jokes, but none at my expense. She had yet to try to take any of my secrets. And time would tell if she was truly lying about all she had told me. My arms demanded blood now, but that was blood I refused to spill. Good help was hard to come by, after all.

"Doctor Octavius? Is everything okay?"

I glanced up, saw the concern in her eyes. "It's nothing, Ariane. Now, where was I…? Ah, yes. Empire State University. You see, Ariane, Doctor Connors has invented a serum, which I would love to get my hands upon. It is something he has been working on outside of school time, with his own funding…" I moved to the other side of my desk, searching through the rough scraps of paper, "It is not perfect, of course. But I can improve upon it. I will improve upon it. I must acquire it first."

She nodded, following along easily. "So first we've got to get it. But I don't remember him speaking of a new experiment – at least not when I was there." Placing her hands on the desk's surface, she leaned over to glance at the papers I was filtering through. "But that was a few years ago. Grad school kicked my blonde butt."

I had a feeling that wasn't the entire truth, but decided not to pry. "Yes, well, luckily there will be no exams taken tonight." I finally found what I was looking for, and smoothed out the ball of paper. Her eyes went wide. "Yes, Ariane, I do not require his research for the growth of his arm, or anything he would put on the books."

Her jaw dropped, and she snatched the paper from under my hand. My actuators hissed warningly, but I waved them off, and she paid them no heed. I could hear the cogs in her brain turning as her eyes moved, taking in everything on that sheet of paper. After a moment, she dropped her hands and looked right at me. I saw her entire opinion of the man she once called teacher had changed in that split instant.

"And you want this…?" Ariane waved her hand; the paper flapped in protest.

"Of course. It is essential to my project. If you want out, Ariane…" My oldest actuator snapped. She looked back down at the paper, and I was actually wondering if she would pull out. Then I truly would have to kill her.

To my surprise, she shook her head. "No. No, I can't back out. Not now." So, she did have some degree of intelligence between her ears. "Besides, I have no idea what Doc Connors wants with this… With you…"

"At least you know." I nodded. My hand enclosed around the paper, and she released it instantly. "An interesting and admirable thought process you have, Ariane. Better to know where lay the beast that can kill, then to go stumbling blind and hope you have what is needed to placate it."

"I really don't want to be on the receiving end of whatever you're planning, Doctor Octavius."

I stared at her for a long moment. The "beast that can kill" I had spoken of was an allusion to myself. How odd that she would overlook that and think I spoke of my latest machine. However, I decided not to question, when I knew she probably had a reason to think that way. Better not to change it.

Instead, I responded with, "I'm sure you don't…"

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HFG: I'm sorry for the quality of this chapter. I was working through writer's block. Also, see these pretty green letters? Do kindly press the button. I give ye Ock for a day.


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